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Protecting your data is our top priority and we take security very seriously. We take pride in providing bank grade security, being GDPR compliant, and we have taken the following measures to ensure that your data is and will always be safe with us.

Service and Organisation Controls (SOC 2) accredited.

We have been audited by an American Institute of Certified Public Accountants (“AICPA”) and accredited with the highest standard of industry-recognized accreditation. More info >

GDPR COMPLIANT

Your data rights are important and we want to protect that. Read more >

Third-party Penetration Testing

We regularly engage a third-party CREST certified security audit firm to conduct a penetration testing on our systems. We were last certified and secured in Q3, 2020.

FIREWALLS

All our servers have IP Table based firewall that denies all but approved IPs as a default rule.

Two Factor Authentication

All Public services (HTTP, HTTPS and SSH) are protected by 2FA.

AWS

We host all our system services on Amazon Web Services

Encryptions

Web Sessions are SSL encrypted (HTTPS)

Firewalls

All Servers are firewalled

Daily Backups

We do daily backups of your data. The data is stored in a secure facility for 30 days.

Private Repositories

Each of our developers have their own private repositories.

Database Encryption

All databases are encrypted on disk.

Regular updates

IT Policies are updated regularly and communicated to all employees.

DATA PURGE

All data can be purged on request by sending a request to support@onlive.io.



We do our best to put our customers at ease. If you have any more questions or concerns about our security protocol, policies, and infrastructure, please contact us using the form below.

These Terms of Service (the “Terms”) govern your acquisition and use of services on our websites onlive.io, onlive.events and Apple Appstore “Onlive Free Check-in app”. By accepting these Terms, either by clicking a box indicating your acceptance or by executing an order form or other document referring to these Terms and the Disclaimer, you agree that these Terms form part of the agreement between you and Onlive Systems Pte Ltd (registration number 201118305N) (“Onlive) (the “Agreement”).

These Terms and Disclaimer was last updated on June 05th, 2021 and are effective between you and Onlive as of the date when you place an order or set up an account at onlive.io. Onlive reserves the right to change these terms from time to time. If such changes are considered material, Onlive will inform its registered customers about the changes by email, and the changes will take affect one month after such emails have been sent. Your continued use of our website or services after such changes will constitute acknowledgement and acceptance of the modified Terms.

In the case of any discrepancy between the wording of our website and these Terms, these Terms prevail.

Subscriber hereby accept to be bound by Onlive’s other policies that are relevant for the use of the Website and the Application, including its Privacy Policy and Cookie Policy, which are available on the Website.

These Terms as well as all other texts throughout the website may be translated from English to other languages. In this case they are to be treated as unofficial translations and are only provided for convenience. They should therefore be interpreted in accordance with their English language version which will prevail in the event of any discrepancy between the english version and the translation. Onlive assumes no liability for any errors, omissions, or ambiguities in the translations. Any person or entity choosing to rely on the translated content does so at their own risk.

  • 1. Preface

    Onlive’s Event Management Software (“Onlive-EMS”) enables people all over the world to create event registration websites as well as plan, promote, manage attendance, sell tickets, manage attendance, and build virtual event apps for engagement and streams. The Onlive EMS include:

    • Onlive Dashboard
    • Onlive ticketing system and payment processing
    • Onlive virtual platform
    • Onlive streaming studio
    • Onlive marketing automation system
    • Onlive reporting & analytics
    • Onlive check-in app

    These Terms shall govern the contractual relationship between the user of the Onlive-EMS (the “Organiser“) and Onlive, irrespective of which Onlive-EMS service the Organiser is registered for or utilizing. To use the services of Onlive the Organiser must be a legal or actual person and of age.

    These Terms regulate solely the relation between Onlive and the Organiser and does not constitute any rights or undertakings for any third party, including the attendee.

  • 2. Undertakings by the Organiser

    The Organiser undertakes:

    • 2.1 To pay for the services provided by Onlive in accordance to the current published charges listed in the pricing section on the Onlive website, or in the written proposal sent by an Onlive representative
    • 2.2 To use the services provided by Onlive in accordance with the current published privacy policy on the Onlive website,
    • 2.3 That the Organiser is of age at the time of registration, provided that the Organiser is an actual person. In cases of legal entities or corporate bodies, the Organiser pledges to have the respective authority to represent the legal entity or corporate body. The Organiser is required to be able to prove the confirmations stated in this clause upon Onlive’s request,
    • 2.4 That the Organiser has the required equipment and knowledge to create their digital deployment,
    • 2.5 Not to use the Onlive Software in any other way or for any other purposes than those stated in these Terms,
    • 2.6 That Onlive has the right to suspend the Onlive-EMS service if the Organiser violates/breaches the terms stated in these Terms/ in accordance to these Terms,
    • 2.7 To inform Onlive immediately about unavailability or malfunctions of the Onlive-Websites,
    • 2.8 To use the Onlive-EMS in accordance with applicable law and the rights of third parties. The Organiser will indemnify Onlive from any claims of third parties based on the illegal use of the Onlive-EMS by the Organiser,
    • 2.9 To inform Onlive immediately in writing about any change of name, company name, address, legal form or bank details,
    • 2.10 If an event for which tickets are sold or already have been sold via Onlive shall be cancelled, the Organiser must immediately refund all tickets purchased and inform Onlive in writing once these circumstances have come to the Organiser’s attention.
  • 3. Ticket Prices and Charges

    Onlive will charge the Organiser for the Onlive-EMS provided under these Terms in accordance with the current price List.

    The fees payable to Onlive according to clauses 2.2., 2.3. and/or 2.4. must be paid if the event is cancelled because of reasons Onlive is not responsible for.

  • 4. Accounting

    • 4.1 The Organiser can choose which payment gateways(s) (eg. Stripe, Paypal or Xero) that shall be offered to Attendees. Onlive will not undertake the accounting for the Organiser and the organizer is responsible for their own accounting and payout schedule.
    • 4.2 Onlive will calculate the fees on the money received that will be automatically processed from the Organiser’s credit card or alternatively invoiced as per terms in the written proposal.
    • 4.3 The Organiser is aware of the risk that specific payment methods (ex. direct debit or credit card) can be reversed by Attendees. The Organiser bears this risk alone. If transactions are reversed after payout to the Organiser according to clause 4.2., these costs plus an eventual fee from the payment gateway for refunding the transaction might apply for the Organiser.
  • 5. Refunds

    • 5.1 In the case of event cancellation or if the attendee reverses the ticket sale because of another event change, the Organiser hereby agrees to repay the money paid for the tickets including all fees according to clause 2.1. within fourteen days. The Organiser hereby agrees to repay the money for the Tickets in their name and for their account.
    • 5.2 For this reimbursement process (according to clause 5.1.), the Organiser must if using Stripe as a payment gateway refund its attendees from Onlive’s backend (see Stripe refund instructions in our how-to section), or if using Paypal from their dashboard. Instructions.
    • 5.3 The Organiser agrees and acknowledges that in the event of an event cancellation it must still bear the Onlive-EMS service cost.
  • 6. Protection against fraud / misuse

    • 6.1 The Onlive-EMS offer an extensive security system to protect Organisers against reimbursement of credit card payments. Because of this security system it is possible that – in exceptional cases – payments through payment providers the Attendees’ credit or debit card will not be accepted.
    • 6.2 If the Organiser arouses suspicion of misuse of the Onlive-EMS, Onlive has the right to deactivate the ticket sales for the Organiser and to stop the Ticket selling. Specifically, a suspicion of misuse of the Onlive-EMS is aroused if: (i) it comes to attention before the Event that the Event shall not (or not in the way as stated in the Website Builder) take place; or (ii) illegal or immoral Events shall take place; or (iii) the reimbursement rate for this Event is above-average, in any case at a reimbursement rate of 2%;
  • 7. Privacy policy

    See our privacy policy.

  • 8. Limitation of liability

    • 8.1 The Onlive-EMS are provided as-is and Onlive are not, to the extent permitted by applicable law, not liable for any damages or losses, including but not limited to loss of money, data, or other intangible losses or any special, indirect, or consequential damages resulting directly or indirectly from the Organisers use of the Onlive-EMS.
    • 8.2 The Organiser holds Onlive free from all claims, including claims for damages, which other Organisers or other third parties bring against Onlive by claiming a violation of their rights as a result of the content posted on the Onlive-EMS services by the Organiser. The Organiser also holds Onlive free from all claims, including claims for damages, which other Organisers or other third parties bring against Onlive by claiming a violation of their rights as a result of using the services of the Onlive EMS by way of the Organiser. The Organiser assumes all reasonable costs incurred resulting from violating a third party’s rights, including reasonable costs incurred for legal defense. All further rights as well as claims for damages from Onlive remain unaffected. The above-mentioned Organiser’s duties do not apply insofar as the Organiser is not responsible for the injury or infringement in question.
    • 8.3 If Onlive are found to be liable, our liability is limited to the amount invoiced by the Organiser in the twelve (12) months prior to the action giving rise to the liability.
    • 8.4 Onlive reserves the right to, at any time and without notice, to: (i) modify, change, suspend or terminate operation of or access to any or all of the Onlive-EMS, (ii) modify these Terms, or (iii) interrupt the access of the Onlive-websites for maintenance, error correction etc.
    • 8.5 he parties will not be responsible for any delay or failure in any performance due, without limitation, to war, warlike conditions, blockades, embargoes, riots, governmental restriction, labor disturbances, unavailability of anticipated usual means of supplies, transportation or loading facilities, wrecks, epidemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond the parties reasonable control.
  • 9. Term and termination

    • 9.1 These Terms are valid for as long as Onlive provides the Onlive-EMS to the Organiser.
    • 9.2 The Organiser has the right to terminate these Terms for convenience by two (2) weeks prior written notice to Onlive
    • 9.3 Onlive has the right to cancel these Terms regarding the provision of Onlive-EMS in case:
      • The Organiser has contravened against important provisions of these Terms,
      • The Organiser has filed for bankruptcy, insolvency proceedings have been started or the start of the insolvency proceedings have been dismissed in default of assets.
      • Circumstances occur that the Organiser cannot fulfill his contractual obligations against Onlive or third parties in default of assets, and – in addition – the Organiser gives no proof of sufficient assets within thirty (30) days after request by Onlive to do so, or
      • The Organiser does not offer an Event.
      If any provision of these Terms is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision. This also applies to contractual loopholes.
  • 10. Governing law

    These Terms and the contractual relationship is to be governed by and construed in accordance with the laws of the Republic of Singapore.

  • 1. Privacy Policy

    • 1.1 Only the English version of the privacy policy (the "Policy") is legally binding. Translations - if any - have been provided purely for User's convenience. In the event of discrepancy between the translated copy and the original English version, the English version shall prevail.
    • 1.2 onlive.io or onlive.events is an Event Management Software designed by Onlive to allow Subscribers to effectively manage and market their Events, and which allows Users to purchase tickets and sign up for Events offered by the Organizers.
    • 1.3 Complimentary use of the Website does not require a User to submit any personal information. Users who wish to purchase any of the Services available on the Website, e.g. tickets or admission to Events, will need to submit certain personal, incl. e.g. name, title, phone number and email, as well as payment information, in order to be allowed to purchase such items. Businesses (Users) who sign up as Subscribers to onlive.io or will need to submit certain information in order to be granted access to onlive.io (also referred to as the Onlive Dashboard). Most of the information that needs to be submitted will be company and business information. However, some personal information needs to be submitted, incl. e.g. name, title, phone number and email of User's nominated contact person.
    • 1.4 This Policy (together with our Terms of Use, Disclaimer, and any other documents referred to in it) sets out the basis on which any personal data we collect from Users or Users provide to us, will be processed by us.
    • 1.5 This Policy applies to onlive's Websites and mobile applications (the apps).
    • 1.6 We take Users' privacy seriously and we provide this Policy to inform User of our practices with respect to how we collect, use, and protect personal information about visitors and Subscribers of our Websites and apps. Personal information is information that is personally identifiable like a User's name, email address, phone number, mailing address, etc. By using this Website and the apps User consents to the terms described in this Policy.
    • 1.7 This Policy may be amended by Onlive from time to time without notice to Users. Users can review the most current version of the Policy on the Website.
  • 2. Information About Us

    • 2.1 Onlive Systems Pte Ltd ("Onlive") is registered in Singapore under company number 201118305N. References to Onlive herein shall include its Affiliates, except that no Affiliate shall be held liable for obligations and duties of any of the other Affiliates.
    • 2.2 The address of our registered office and is 10 Jalan Besar #07-07 Sim Lim Tower, S208787, Singapore.
    • 2.3 In most instances Onlive will be the data processor in respect of personal information, while User or Subscriber will be the data controller, e.g. when User or Subscriber submits personal information about its nominated contact person. However, for certain types of personal information, Onlive may be the responsible data controller.
  • 3. Information Collection

    • Onlive may collect and process the following personal data about Users of the Website:
      • Information that Users provide by filling in forms on the Website or apps. This includes information provided at the time of registering to use our Website
      • A record of any correspondence with User;
      • Details of which Services User is interested in;
      • Details of User's visits to our Website and apps including, but not limited to traffic data, location data, web logs and other communication data, whether
      • Information on whether User has opened and clicked on certain content in our emails sent to User;
      • Information about User's computer, including where available User's IP address, operating system, browser type and device ID, for system administration and
    • 3.2 Onlive does not require that Users enter any personal information in order to make searches on onlive's Websites or apps, nor when being transferred to third-party websites.
    • 3.3 When a User register him/her or his/her employer as a Subscriber to our Services, we request User to provide information about the employer and the User such as:
      • User's name, phone number, email address, and position with User's employer;
    • 3.4 It is stated expressly whether the data requested by us is mandatory or not.
  • 4. Information Use

    • 4.1 When a User register him/her or his/her employer as a Subscriber to our Services, we request User to provide information about the employer and the User such as:
      • administer this Website;
      • to enable User's access to and use of the Website Services and to verify User's authorization to access certain features of the Website;
      • to fulfil User's requests on behalf of User or User's employer for Services;
      • to personalize and customize the content and relevant Organizer Information or Event Information that User or User's employer are offered;
      • to optimize and personalize User's visits by remembering location, language and currency configurations as well as previous searches;
      • to contact User, e.g. if User or User's employer has subscribed to a newsletter or permitted Onlive to do direct marketing;
      • send User marketing communications;
      • to improve our Services;
      • to provide organizer reporting and customer insights.
    • 4.2 In order for Onlive to best protect any personal information, Onlive will on an ongoing basis evaluate the risk that our data processing may adversely affect User's fundamental rights. In particular, we are conscious of the risk of ID theft or discrimination, or that User suffers an economical loss, damage to reputation or loss of data privacy.
    • 4.3 To the extent that the use of the Website requires our processing of sensitive personal information, biometric data, or information about criminal records, Onlive will conduct an analysis of the consequences of the data processing to User's privacy. Such analysis will be conducted prior to our collection of personal information about User.
    • 4.4 Onlive collects, processes and stores only such personal information as is relevant, necessary and sufficient in relation to fulfillment of onlive's regulatory or contractual duties and obligations. Accordingly, our systems are designed to collect only such personal information, which is necessary for the intended purpose. Furthermore, our systems are designed to ensure that the processing of collected personal information is as limited as possible, and that the time of storage of such data is as short as possible. Onlive may also consider whether the type of personal information submitted by a User may be used in an anonymized or pseudonymized form, provided this does not adversely affect onlive's ability to meet its contractual or regulatory obligations.
    • 4.5 It is User's responsibility to submit such personal information as is required for the purpose of our Services, and to ensure that personal information submitted to us is correct and complete. Onlive reserves the right to check the accuracy, integrity and completeness of personal information submitted to us by a User.
  • 5. Information Sharing and Disclosure

    • 5.1 Onlive will not sell User's Personal Data to third parties, except in the event of a sale of onlive's business. Onlive shares data about User in the following situations:
      • to provide the Services User has requested including, without limitation Products Data, Supplier Data and Services from third parties such as:
        • suppliers
        • third party vendors
        • business partners
        • referring websites
        • subsidiaries
        • where required by law
        • or when we have User's permission.
    • 5.2 Furthermore, Onlive shares data about User under the following circumstances:
      • Onlive may use third party vendors (data processors, data hosters, and APIs) to assist us in providing our Services and may transfer User's personally identifiable information to such vendors who have entered into a contract with us that protects the confidentiality of User's personal information and permits the vendor to use it only as necessary to fulfil its contract with onlive.
      • We may disclose User's personal information for any of the purposes mentioned above to any Subscriber of Onlive, which includes our subsidiaries or resellers. This also includes entities which we may acquire as part of an acquisition at a future date.
      • In response to subpoenas, court orders, or legal processes, or to establish or exercise our legal rights or defend against legal claims.
      • When we believe it is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of Onlive's Terms of Use or Onlive's Subscription Agreement, or as otherwise required by law.
  • 6. Data Storage

    • 6.1 All personal information that User provides to us is stored on secure ISO/IEC approved third-party servers where Onlive has purchased server storage capacity. At present we have servers located within the EAA (European Economic Area) in Frankfurt and for APAC in Singapore. The personal information that we collect from User may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). The transfer may be to any other Subscriber of Onlive, or to third parties as set out in this Policy. It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. By submitting User's personal information, User agrees to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that User's personal information is treated securely and in accordance with this Policy.
    • 6.2 We may be required by law, to hold User's personal information in a specific location dependent upon the location from which User will access Onlive's Services. Regardless of the location in which User's personal information is stored we will take adequate measures to protect the security of User's personal information. These countries may have different and/or less stringent privacy/data protection and data security rules than those of User's own country. As a result, User's personal information may be subject to access requests from governments, courts, or law enforcement in those countries according to the laws in those countries.
  • 7. Links to Third Party Sites

    • 7.1 Onlive provides links to third party websites, e.g. after a search; and may provide referrals to certain third parties' Products or Services. If User chooses to visit a third party's website or use its Products or Services, please be aware that this Policy will not govern User's activities and any information that User discloses to such third party. We strongly encourage User to read the privacy policies of the third party websites that User visits. We are not in any way responsible for the content of the websites that we provide links to.
  • 8. Confidentiality and Security

    • 8.1 We limit access to personal information about User to employees who we believe have a legitimate need to come into contact with that information to provide Services to User or in order to do their jobs. Onlive will take reasonable technical and organizational precautions to prevent the loss, misuse, alteration, unauthorized access or disclosure of your personal information. While no website or app can guarantee full security, we have implemented appropriate administrative, technical, and physical security procedures to help protect User's personal information. We also use encryption when transmitting personal information that is sensitive to User between User's system and ours. More on this in our Security Overview
  • 9. Accessing, Reviewing and Changing User's Personal Information

    • 9.1 We will offer User the ability to access, review and change certain personal information via the registration page on the Website or in the app. Onlive will delete personal information when it is no longer required for the purpose for which it was collected. Furthermore, upon User's request, we will deactivate User's or its representative's' personal profile, and remove User's or its representative's' personal information from active service. User's profile will be deactivated or blocked as soon as reasonably possible based on User's activity. We will retain in our files and databases some personal information to prevent fraud, resolve disputes, troubleshoot problems, assist with any investigations, enforce our Terms of Use, Disclaimer and/or a Subscription Agreement, and comply with legal requirements as permitted by law. Therefore, User should not expect that all of his/her personal information will be completely removed from our databases in response to User's request.
  • 10. User's Rights

    • 10.1 User is entitled at any time to get information of which personal data we possess and process about User, where the personal information originates from, and what Onlive uses it for. Furthermore, User is entitled to be informed of how long we will possess the personal information, and information of who gets User's personal information to the extent that we share the information with others. However, Users rights may be restricted to the extent required for the protection of other individual's personal information, protection of any business secrets or protection of any intellectual property rights. More on this in our GDPR compliance documentation.
    • 10.2 Upon termination of a Subscription Agreement with onlive, Subscriber is entitled to receive a copy of any personal information transferred to us. Such copy will be provided in electronic readable form.
    • 10.3 User is entitled to have any incorrect personal information that Onlive holds corrected or deleted.
    • 10.4 Users may at any time request that we delete the personal information that we possess about them. The aforesaid notwithstanding, Onlive is permitted to keep such personal information as long as it is required in order for Onlive to meet its contractual or legal obligations.
    • 10.5 User is entitled to object to our use of personal information about User, including our sharing of personal information for marketing purposes.
    • 10.6 User is entitled to receive a copy of any personal information that we possess about User. User is furthermore entitled to request that we transfer the personal information that we hold to another data processing provider (data portability)
  • 11. Changes to this Privacy Policy

    • 11.1 Onlive may update this Policy from time to time. We will notify User about significant changes in the way we treat personal information by sending a notice to the email address specified in User's Onlive profile or by placing a notice on our Website.
  • 12. Cookies

    • 12.1 Cookie Policy: When using the Website, the Website sets and accesses cookies on your computer. For further details, see our Cookie Policy, which is available on the Website.
  • 13. Law and Venue

    • 13.1 This Policy is to be governed by and construed in accordance with the laws of Singapore, and the parties submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
  • 14. Contact

    • 14.1 For any questions about this Policy, please contact us on:
      Email: support@onlive.io
  • 15. User's Consent

    • 15.1 User is informed that Organizers have entered into a Subscription Agreement with Onlive for its Event Management Software (EMS), available on onlive.io, and the additional features and functionalities available to Subscribers on onlive.io. User is further aware that purchase of Services, including tickets and admission to Events offered through the EMS requires User's employer to submit certain corporate and business information to onlive, as well as certain personal information in respect of the nominated Users and representatives of User's employer, if applicable. User hereby consents to onlive's collection of such personal information about User as is required for the purpose of the Subscription Agreement and for the use of the EMS and its Services.
    • 15.2 User is further informed and consents to that Onlive may share User's personal information with third parties, as set out in clause 5.1 and clause 5.2 above.
    • 15.3 User is aware and consent to that Onlive may use User's personal information for the purpose of conducting marketing activities towards User, including newsletters.
    • 15.4 These consents have been given of User's own free will, and User may revoke his/her consent at any time.
  • 1. Preface

    • 1.1. Only the English version of the disclaimer (the “Disclaimer”) is legally binding. Translations – if any - have been provided purely for User’s convenience. In the event of discrepancy between a translated copy and the original English version, the English version shall prevail.
  • 2. Definitions

    • 2.1. The Definitions used in the Terms of Use and in the Terms of Subscription shall, unless otherwise defined herein, apply to this Disclaimer.
    • 2.2. Any reference herein to Onlive Systems Pte Ltd (“Onlive”) shall include any and all of its Affiliates, owners, directors, officers, employees, agents and consultants, except that this shall not constitute an undertaking that any of Onlive or its Affiliates, owners, directors, officers, employees, agents or consultants shall be held jointly or severally liable for the obligations and liabilities of each other.
  • 3. Disclaimer

    • 3.1. Any use of the Website, including the Onlive Dashboard, is subject to this Disclaimer and at the Users’ sole risk and expense.
    • 3.2. The Website and Data on the Website is provided on an "as is" and "as available" basis without any warranties or representations of any kind, either express or implied. While Onlive intends that all Data shall be as accurate and up-to-date as possible, Onlive does not guarantee or represent the completeness, reliability or the accuracy of the Data contained within the Website, and cannot be held liable for any actions, including selling or purchasing decisions, taken based on the Data provided.
    • 3.3. To the maximum extent permitted by applicable law, Onlive disclaims all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights for itself and its Affiliates.
    • 3.4 Onlive does not warrant that the Website will meet Users’ requirements or be uninterrupted, timely, secure, or error-free, nor does Onlive make any warranty with respect to the results that may be obtained from the use of the Website, the Products or Services advertised or offered or merchants involved.
    • 3.5. Onlive is not responsible for any loss or injury caused by User’s operating errors when accessing and using the Website and its available Services.
    • 3.6. For purposes of clarity, Onlive does not make any representations about and disclaims all warranties with respect to any actions or omissions of a service provider or third party content owner.
    • 3.7. In the event that User informs Onlive of errors on the Website or its content or the Application, or if Onlive itself detects such errors, Onlive’s liability shall be limited to rectify the error.
    • 3.8. Onlive disclaims any control over, relationship with, or endorsement of websites to which this Website is linked, as well as to any third party Apps that may be able to interact with the Website.
    • 3.9. Onlive shall not be liable for any loss whether direct, indirect, incidental or consequential, arising out of access to, use of or reliance upon any of the content on the Website or sites to which this Website is linked, regardless of whether such content has been accurate or complete, and Onlive will not pay any damages whether for loss or injury, punitive or otherwise because of any such access to, use of, or reliance upon any of the content on the Website or websites to which this Website is linked.
    • 3.10. Onlive cannot guarantee that all available Events will be found by a User through the use of the Website, and cannot be held liable for failure to identify all Events and Organizers through a User’s search.
    • 3.11. Purchase by a User of tickets or admission from an Organizer via the Website is a transaction between the User (purchaser) and Organizer only, and Onlive cannot be held liable for Organizer’s decision to offer, promote or sell its Products, nor for the purchasing specifications, or the correctness or completeness of any information about the potential purchaser, or for the failure by a User to pay for tickets or admissions sold by a Subscriber via the Website. Similarly, Onlive cannot be held liable for User’s decision to purchase tickets or admissions via the Website, nor for the purchasing specifications, or the correctness or completeness of any information about the Event or the Organizer, or for the failure by an Organizer to deliver the purchased service, or for any delay or defects in the service.
    • 3.12. User understands and agrees that Onlive or any other parties involved in creating, producing, transmitting, or distributing the Website or related products or services, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Onlive may have been advised of the possibility of such damages), resulting from: (i) User’s use or inability to use the Website and/or its Services; (ii) the cost of procurement of substitute Products and Services resulting from any Products, Data, information or services purchased or obtained or messages received or transactions entered into through or from the Website; (iii) unauthorized access to or alteration of a User’s transmissions or Data; (iv) statements or conduct of any third party on the Website; (v) or acts of nature, forces, or causes beyond Onlive’s reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment or other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning or (vi) any other matter relating to the Website however caused and on any theory of liability (including negligence).
    • 3.13. In no event shall Onlive’s total liability to a User for all damages, losses and causes of action whether in contract, tort (including but not limited to, negligence) or otherwise exceed the lesser of the amount paid by User to Onlive during the last 12 months prior to the incident that caused the loss, if any, or S$10,000 per year
    • 3.14 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, Onlive’s liability in such jurisdictions shall be limited to the maximum extent permitted by any law that may apply to such liability.
    • 3.15 The Website may provide links to other websites. Onlive is not responsible for the availability of such other websites and does not endorse and is not responsible or liable for any content, products or other materials available on such other web-sites. Further, Onlive reserves the right to terminate any link or linking program at any time.
    • 3.16 The material that Users read on the Website is provided solely for information purposes. By using the Website, User agrees to indemnify and hold Onlive harmless from any and all claims and expenses, including (without limitation) attorney's fees, arising from User’s use of the Website, User's use of the Services offered via the Website, or User's submission of ideas and/or related materials to Onlive or from any person's use of User’s Logon Information, regardless of whether such use is authorized by User. Onlive reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and in such case, User agrees to cooperate with Onlive's defense of such claim.
    • 3.17 Where Onlive has provided any Services to a User, Onlive cannot be held liable for losses caused by outdated, inaccurate or incomplete information provided to Onlive by third parties, whether under contract or not, nor can Onlive be held liable for failure by a User to obtain export control permits or for a purchaser’s failure to pay for its purchases.
  • ONLIVE DATA PROCESSING ADDENDUM

  • This Data Processing Addendum (“DPA”) forms a part of the Customer Terms of Service found at https://onlive.io/legal/#tos , unless Customer has entered into a superseding written Subscription agreement with Onlive, in which case, it forms a part of such written agreement (in either case, the “Agreement”).
  • By signing the DPA, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Controller Affiliates (defined below). For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Controller Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
  • In the course of providing the Services under the Agreement, Onlive may Process certain Personal Data (such terms defined below) on behalf of Customer and where Onlive Processes such Personal Data on behalf of Customer the Parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.
  • HOW TO EXECUTE THIS DPA:

    • 1. This DPA consists of two parts: the main body of the DPA, and Schedules 1, 2, and 3 (including Appendices 1 to 3).
    • 2. This DPA has been pre-signed on behalf of Onlive. The Standard Contractual Clauses in Schedule 3 have been pre-signed by Onlive Systems as the data importer. Please note that the contracting entity under the Agreement may be a different entity to Onlive Systems.
    • 3. To complete this DPA, Customer must:
      • a) Complete the information in the signature box and sign
      • b) Send the signed DPA to Onlive by email to <email> indicating, if applicable, the Customer’s Account Number (as set out on the applicable Onlive Order Form or invoice).
    • Upon receipt of the validly completed DPA by Onlive at this email address, this DPA will become legally binding.
  • HOW THIS DPA APPLIES TO CUSTOMER AND ITS AFFILIATES

    • If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement. In such case, the Onlive entity that is party to the Agreement is party to this DPA.
    • If the Customer entity signing this DPA has executed an Order Form with Onlive or its Affiliate pursuant to the Agreement, but is not itself a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms, and the Onlive entity that is party to such Order Form is party to this DPA. For the purposes of this DPA, any reference to Order Form herein shall include “Ordering Document” (as defined in the Agreement).
    • If the Customer entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity who is a party to the Agreement executes this DPA.
    • If the Customer entity signing the DPA is not a party to an Order Form nor a Master Subscription Agreement directly with Onlive, but is instead a customer indirectly via an authorized reseller of Onlive services, this DPA is not valid and is not legally binding. Such entity should contact the authorized reseller to discuss whether any amendment to its agreement with that reseller may be required.
    • If the Customer entity signing the DPA is not a party to an Order Form nor a Master Subscription Agreement directly with Onlive, but is instead a customer indirectly via an authorized reseller of Onlive services, this DPA is not valid and is not legally binding. Such entity should contact the authorized reseller to discuss whether any amendment to its agreement with that reseller may be required.
      • 1. DATA PROCESSING TERMS

        • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
        • “Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
        • “Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.
        • “Customer Data” means what is defined in the Agreement as “Customer Data” or “Your Data”, provided that such data is electronic data and information submitted by or for Customer to the Services.
        • “Data Subject” means the identified or identifiable person to whom Personal Data relates.
        • “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), including as implemented or adopted under the laws of Singapore.
        • “Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.
        • “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
        • “Standard Contractual Clauses” means the agreement executed by and between Customer and Onlive Systems. and attached hereto as Schedule 3 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

        2. PROCESSING OF PERSONAL DATA

        • 2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Onlive is the Processor and that Onlive or members of the Onlive Systems will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.
        • 2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to Data Subjects of the use of Onlive as Processor. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data.
        • 2.3 Onlive’s Processing of Personal Data. Onlive shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
        • 2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Onlive is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Details of the Processing) to this DPA.

        3. RIGHTS OF DATA SUBJECTS

        • Data Subject Request. Onlive shall, to the extent legally permitted, promptly notify Customer if Onlive receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Taking into account the nature of the Processing, Onlive shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Onlive shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Onlive is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Onlive’s provision of such assistance.

        4. ONLIVE PERSONNEL

        • 4.1 Confidentiality. Onlive shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Onlive shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
        • 4.2 Reliability. Onlive shall take commercially reasonable steps to ensure the reliability of any Onlive personnel engaged in the Processing of Personal Data.
        • 4.3 Limitation of Access. Onlive shall ensure that Onlive’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.
        • 4.4 Data Protection Officer. Members of the Onlive Systems have appointed a data protection officer. The appointed person may be reached at <e-mail>.

        5. SUB-PROCESSORS

        • 5.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) Onlive’s Affiliates may be retained as Sub-processors; and (b) Onlive and Onlive’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Onlive or an Onlive Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in the Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.
        • 5.2 List of Current Sub-processors and Notification of New Sub-processors. Onlive shall make available to Customer the current list of Sub-processors for the Services identified in Appendix 3 of the Standard Contractual Clauses attached hereto. Such Sub-processor lists shall include the identities of those Sub-processors and their country of location (“Infrastructure and Sub-processor Documentation”).
        • 5.3 Objection Right for New Sub-processors. Customer may object to Onlive’s use of a new Sub-processor by notifying Onlive promptly in writing within thirty (30) days after receipt of Onlive’s notice in accordance with the mechanism set out in Section 5.2. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Onlive will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected- to new Sub-processor without unreasonably burdening Customer. If Onlive is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Onlive without the use of the objected-to new Sub-processor by providing written notice to Onlive. Onlive will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
        • 5.4 Liability. Onlive shall be liable for the acts and omissions of its Sub-processors to the same extent Onlive would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

        6. SECURITY

        • 6.1 Controls for the Protection of Customer Data. Onlive shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Agreement. Onlive regularly monitors compliance with these measures. Onlive will not materially decrease the overall security of the Services during a subscription term.
        • 6.2 Third-Party Certifications and Audits. Onlive has obtained the third-party certifications and audits set forth in the Agreement. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Onlive shall make available to Customer that is not a competitor of Onlive (or Customer’s independent, third-party auditor that is not a competitor of Onlive) a copy of Onlive’s then most recent third-party audits or certifications, as applicable.

        7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

        • Onlive maintains security incident management policies and procedures specified in the Agreement and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Onlive or its Sub-processors of which Onlive becomes aware (a “Customer Data Incident”). Onlive shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as Onlive deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Onlive’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

        8. RETURN AND DELETION OF CUSTOMER DATA

        • Onlive shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Agreement.

        9. CONTROLLER AFFILIATES

        • 9.1 Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Onlive and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.
        • 9.2 Communication.The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Onlive under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
        • 9.3 Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with Onlive, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
          • 9.3.1 Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Onlive directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in Section 9.3.2, below).
          • 9.3.2 The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying out an on-site audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Onlive and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one single audit.

        10. LIMITATION OF LIABILITY

        • Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Onlive, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.
        • For the voidance of doubt, Onlive’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

        11. EUROPEAN SPECIFIC PROVISIONS

        • 11.1 GDPR. Onlive will Process Personal Data in accordance with the GDPR requirements directly applicable to Onlive’s provision of its Services.
        • 11.2 Data Protection Impact Assessment. Onlive shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 6.3 of this DPA, to the extent required under the GDPR.
        • 11.3 Transfer mechanisms for data transfers. Subject to the additional terms in Schedule 1, Onlive makes available the transfer mechanisms listed below which shall apply, in the order of precedence as set out in Section 10.4, to any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or Singapore to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations.
        • 11.4 Order of precedence. In the event that Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (1) the Onlive Processor, and (2) the Standard Contractual Clauses.

        12. PARTIES TO THIS DPA

        • The Section “HOW THIS DPA APPLIES” specifies which Onlive entity is party to this DPA. Where the Standard Contractual Clauses are applicable, Onlive Systems. is the signatory to the Standard Contractual Clauses. Where the Onlive entity that is a party to this DPA is not Onlive Systems., that Onlive entity is carrying out the obligations of the data importer on behalf of Onlive Systems. Notwithstanding the signatures below of any other Onlive entity, such other Onlive entities are not a party to this DPA or the Standard Contractual Clauses.

        12. PARTIES TO THIS DPA

        • The Section “HOW THIS DPA APPLIES” specifies which Onlive entity is party to this DPA. Where the Standard Contractual Clauses are applicable, Onlive Systems. is the signatory to the Standard Contractual Clauses. Where the Onlive entity that is a party to this DPA is not Onlive Systems., that Onlive entity is carrying out the obligations of the data importer on behalf of Onlive Systems. Notwithstanding the signatures below of any other Onlive entity, such other Onlive entities are not a party to this DPA or the Standard Contractual Clauses.

        13. LEGAL EFFECT

          This DPA shall only become legally binding between Customer and Onlive (and Onlive Systems., if different) when the formalities steps set out in the Section “HOW TO EXECUTE THIS DPA” above have been fully completed.

            List of Schedules

          • Schedule 1: Additional Data Transfer Terms
          • Schedule 2: Details of the Processing
          • Schedule 3: Standard Contractual Clauses

        SCHEDULE 1 - TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS

        1. ADDITIONAL TERMS TO STANDARD CONTRACTUAL CLAUSES

        • 1.1 Customers covered by the Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Schedule A apply to (i) the legal entity that has executed the Standard Contractual Clauses as a data exporter and its Controller Affiliates and, (ii) all Affiliates of Customer established within the European Economic Area and Singapore, which have signed Order Forms for the Services. For the purpose of the Standard Contractual Clauses and this Section 1, the aforementioned entities shall be deemed “data exporters”.
        • 1.2 Instructions. This DPA and the Agreement are Customer’s complete and final instructions at the time of execution of the DPA for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Authorized Users in their use of the Services; and (c) Processing to comply with other reasonable instructions provided by Customer (e.g., via email or support tickets) where such instructions are consistent with the terms of the Agreement.
        • 1.3 Appointment of new Sub-processors and List of current Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that (a) Onlive’s Affiliates may be retained as Sub-processors; and (b) Onlive and Onlive’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Onlive shall make available to Customer the current list of Sub-processors in accordance with Section 4.2 of this DPA.
        • 1.4 Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that Onlive may engage new Sub-processors as described in Sections 4.2 and 4.3 of the DPA.
        • 1.5 Copies of Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be provided by Onlive to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Onlive beforehand; and, that such copies will be provided by Onlive, in a manner to be determined in its discretion, only upon request by Customer.
        • 1.6 Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications:
        • Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Onlive shall make available to Customer (or Customer’s independent, third-party auditor) information regarding Onlive Systems’ compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Datasheet. Customer may contact Onlive in accordance with the “Notices” Section of the Agreement to request an on-site audit of Onlive’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse Onlive for any time expended for any such on-site audit at Onlive Systems then -current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Onlive shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Onlive. Customer shall promptly notify Onlive with information regarding any non-compliance discovered during the course of an audit, and Onlive shall use commercially reasonable efforts to address any confirmed non-compliance.
        • 1.7 Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the Standard Contractual Clauses shall be provided by Onlive to Customer only upon Customer’s request.
        • 1.8 Conflict. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the Standard Contractual Clauses) and the Standard Contractual Clauses in Schedule C, the Standard Contractual Clauses shall prevail.

        SCHEDULE 2- DESCRIPTION OF PROCESSING ACTIVITIES

        Data subjects

        • Customer may submit personal data to the Services, the extent of which is determined and controlled by Customer and which may include, but is not limited to, personal data relating to the following categories of data subject:
          1. Authorized Users;
          2. employees of Customer;
          3. consultants of Customer;
          4. contractors of Customer;
          5. agents of Customer; and/or
          6. third parties with which Customer conducts business.

        Categories of data

        • The personal data transferred concern the following categories of data:
        • Any personal data comprised in Customer Data, as defined in the Agreement.

        Special categories of data

          Customer may submit personal data to Onlive through the Services, the extent of which is determined and controlled by Customer in compliance with applicable Data Protection Law and which may concern the following special categories of data, if any:
          1. racial or ethnic origin;
          2. political opinions;
          3. religious or philosophical beliefs;
          4. trade-union membership;
          5. genetic or biometric data;
          6. health; and
          7. sex life.

        Processing operations

        • The personal data transferred will be processed in accordance with the Agreement and any Order Form and may be subject to the following processing activities:
          1. storage and other processing necessary to provide, maintain, and update the Services provided to Customer;
          2. to provide customer and technical support to Customer; and
          3. disclosures in accordance with the Agreement, as compelled by law.

        SCHEDULE 3 - STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

        • 2010 Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to processor transfers)
        • For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, Onlive a Singapore company (hereinafter the "data importer") and Customer (hereinafter the "data exporter") each a “party”; together “the parties”, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Schedule 1.

        Clause 1

        Definitions

        • For the purposes of the Clauses:
        • (a) 'Personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
        • (b) 'The Data Exporter' means the controller who transfers the personal data;
        • (c) 'The Data Importer' means the processor who agrees to receive from the Data Exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
        • (d) 'The subprocessor' means any processor engaged by the Data Importer or by any other subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor of the Data Importer personal data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
        • (e) 'The applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in Singapore in which the Data Exporter is established;
        • (f) 'Technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

        Clause 2

        Details of the transfer

        • The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

        Clause 3

        Third-party beneficiary clause

        • 1. The data subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and

          (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

        • 2. The data subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity.
        • 3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
        • 4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

        Clause 4

        Obligations of the Data Exporter

        • The Data Exporter agrees and warrants:
        • (a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of Singapore where the Data Exporter is established) and does not violate the relevant provisions of that State;
        • (b) that it has instructed and throughout the duration of the personal data processing services will instruct the Data Importer to process the personal data transferred only on the Data Exporter's behalf and in accordance with the applicable data protection law and the Clauses;
        • (c) that the Data Importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
        • (d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
        • (e) that it will ensure compliance with the security measures;
        • (f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
        • (g) to forward any notification received from the Data Importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension;
        • (h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
          • (i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the Data Importer under the Clauses; and
          • (j) that it will ensure compliance with Clause 4(a) to (i).

        Clause 5

        Obligations of the Data Importer

        • The Data Importer agrees and warrants:
        • (a) to process the personal data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
        • (b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
        • (c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
        • (d) that it will promptly notify the Data Exporter about:
          • (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
          • (ii) any accidental or unauthorized access, and
          • (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
        • (e) to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
        • (f) at the request of the Data Exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the supervisory authority;
        • (g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the Data Exporter;
        • (h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained its prior written consent;
          • (h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained its prior written consent;
        • to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the Data Exporter.

        Clause 6

        Liability

        • 1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the Data Exporter for the damage suffered.
        • 2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the Data Exporter, arising out of a breach by the Data Importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the data subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The Data Importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
        • 3. If a data subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

        Clause 7

        Mediation and jurisdiction

        • 1. The Data Importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the data subject:
          • (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
          • (b) to refer the dispute to the courts in Singapore in which the Data Exporter is established.
        • 2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

        Clause 8

        Cooperation with supervisory authorities

        • 1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
        • 2. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law.
        • 3. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the Data Importer, or any subprocessor, pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in Clause 5 (b).

        Clause 9

        Governing Law

        • The Clauses shall be governed by the law of Singapore in which the Data Exporter is established.

        Clause 10

        Variation of the contract

        • The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

        Clause 11

        Subprocessing

        • 1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the Data Importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the sub processor’s obligations under such agreement.
        • 2. The prior written contract between the Data Importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
        • 3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of Singapore in which the Data Exporter is established.
        • 4. The Data Exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the Data Exporter's data protection supervisory authority.

        Clause 12

        Obligation after the termination of personal data processing services

        • 1. The parties agree that on the termination of the provision of data processing services, the Data Importer and the subprocessor shall, at the choice of the Data Exporter, return all the personal data transferred and the copies thereof to the Data Exporter or shall destroy all the personal data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
        • 2. The Data Importer and the subprocessor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph

        Appendix 1 to the Standard Contractual Clauses

        Data Exporter

      • The Data Exporter is a customer of the Data Importer’s communication and productivity software, services, systems and/or technologies.
      • Data Importer

      • The Data Importer is a provider of communication and productivity software, services, systems and/or technologies.
      • Data subjects

      • Data Exporter may submit personal data to the Data Importer through the Services, the extent of which is determined and controlled by the Data Exporter in compliance with applicable Data Protection Law and which may include, but is not limited to, personal data relating to the following categories of data subject:
        1. Authorized Users;
        2. employees of the Data Exporter;
        3. consultants of the Data Exporter;
        4. contractors of the Data Exporter;
        5. agents of the Data Exporter; and/or
        6. third parties with which the Data Exporter conducts business.

        Categories of data

        • The personal data transferred concern the following categories of data:
        • Any personal data comprised in Customer Data. “Customer Data” means all data and information submitted by Authorized Users to the Services and includes message text, files, comments and links, but does not include Non-Onlive Products or the Services.

        Special categories of data

        • Data Exporter may submit personal data to the Data Importer through the Services, the extent of which is determined and controlled by the Data Exporter in compliance with Applicable Data Protection Law and which may concern the following special categories of data, if any:
          1. racial or ethnic origin;
          2. political opinions;
          3. religious or philosophical beliefs;
          4. trade-union membership;
          5. genetic or biometric data;
          6. health; and
          7. sex life.

        Processing operations

        • The personal data transferred will be processed in accordance with the Agreement and any Order Form and may be subject to the following processing activities:
          1. storage and other processing necessary to provide, maintain and update the Services provided to the Data Exporter;
          2. to provide customer and technical support to the Data Exporter; and
          3. disclosures in accordance with the Agreement, as compelled by law.

        Appendix 2 to the Standard Contractual Clauses

        • Technical and organisational security measures implemented by the Data Importer in accordance with Clauses 4(d)
        • and 5(c):
        • The Data Importer has implemented and will maintain appropriate technical and organisational measures to protect the personal data against misuse and accidental loss or destruction as set forth in Onlive’s Security Practices Datasheet.
  • 1. SUBSCRIPTION AGREEMENT

    • 1.1 Only the English version of the Terms of Subscription is legally binding. Translations – if any - have been provided purely for Subscriber’s convenience. In the event of a discrepancy between the translation and the English version, the English version shall prevail.
    • 1.2 This is a legal agreement which is part of the Subscription Agreement (the “Agreement”) for Onlive’s Application available on Onlive, governing the granted Subscription, as determined in the Agreement.
    • 1.3 The use of Onlive the Onlive Dashboard, Onlive-EMS and any additional Services is subject to the “Agreement”, these “Terms of Subscription” as amended from time to time, the “Terms of Use” as amended from time to time, and the “Disclaimer” as amended from time to time.
    • 1.4 Subscriber further accept to be bound by Onlive’s other policies that are relevant for the use of the Onlive-EMS and the Applications, including its Privacy Policy and Cookie Policy, which are available on the website.
    • 1.5 The Agreement constitutes the entire agreement of the Parties on the subject thereof and supersedes all prior understandings and instruments on such subject. The Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.
    • 1.6 No waiver of any provision of the Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of the Agreement shall not constitute a waiver of such provision or any other provision(s) of the Agreement.
    • 1.7 Should any provision of the Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified.
    • 1.8 All other terms and conditions of the Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
    • 1.9 These Terms of Subscription as well as the contents and functionality of the Onlive-EMS may be amended by Onlive from time to time. Subscriber can review the most current version of the Terms of Subscription on the website.
    • 1.10 Please read these entire Terms of Subscription carefully before accepting its terms.
  • 2. SUBSCRIPTION AGREEMENT

    • 2.1. The Definitions used in the Terms of Use shall, unless otherwise defined herein, apply to the Agreement and these Terms of Subscription. Additionally the following terms shall have the following meaning:

      Onlive Dashboard” means those restricted parts of the Service which are only accessible by Subscribers through the use of a User ID and password to Onlive..

      Onlive-EMS” means the services provided by Onlive. The services include:

      • Onlive Event website & app builder
      • Onlive ticketing system and payment processing
      • Onlive virtual platform
      • Onlive streaming studio
      • Onlive marketing automation system
      • Onlive reporting & analytics
      • Onlive check-in app

      Support Terms” includes the support services as described on the contact section of the website.

      Confidential Information” means any and all information that is disclosed by one Party to the other Party that relates to a Party’s business or the Parties’ business relationship here under, including, but not limited to, information concerning a Party’s finances, products, services, customers and suppliers. Confidential Information shall not include information which: (i) is in or comes into the public domain without breach of the Agreement by the receiving Party; (ii) was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use; (iii) is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or (iv) is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.

      Cookie Policy” shall mean the cookie policy posted on Onlive., as amended from time to time.

      Disclaimer” shall mean the disclaimer posted on Onlive., as amended from time to time.

      Effective Date” means the date when the Agreement comes into full force and effect, and shall be the date of Subscriber’s approval of the Agreement, unless another date is agreed between the Parties.

      Subscriber” means the party named as such in the Agreement;

      Subscription” means the grant by Onlive to the Subscriber under the Agreement to use the Onlive-EMS, incl. the Onlive Dashboard, and such additional Services as Onlive may offer to the members from time to time;

      Privacy Policy” shall mean the privacy policy posted on Onlive., as amended from time to time.

      Terms of Subscription” shall mean these terms of Subscription as amended from time to time;

      Terms of Use” shall mean the terms of use posted on Onlive as amended from time to time, which are applicable to Onlive. and to the Onlive Dashboard.

  • 3. Delivery

    • 3.1 Delivery
      On the Effective Date Onlive shall convey to Subscriber information of its Subscription account in order for Subscriber to create its own User ID and password to be used for access to the Onlive Dashboard. Subscriber may commence use of the Onlive Dashboard immediately after having verified its email. In respect of Subscriber’s upload of Information, incl. Event Information, to the Onlive Dashboard, such Information will be available to Users immediately after Organizer has published or saved the content.
    • 3.2 Compatibility
      Onlive is built on a modern stack and for some functionality such as the virtual platform only latest version of Google Chrome is supported. It does not warrant or represent that Subscriber’s hardware, software or other materials, equipment or systems will function or be compatible with the Onlive-EMS. Onlive shall not be responsible for the functionality and/or the compatibility and/or Subscriber’s use of any hardware or software or any other equipment or system when accessing and using the Onlive-EMS.
  • 4. Member's Obligations

    • 4.1 Use of the Onlive-EMS
      Subscriber shall use the Onlive-EMS only for the purposes for which the Subscription has been granted.
    • 4.2 Use not permitted
      Subscriber may not modify the Onlive-EMS in any way without the written approval from Onlive.
    • 4.3 Access to and use of the Onlive-EMS
      In order for Subscriber to access the Onlive Dashboard, Subscriber must use its User ID and password. For security reasons Onlive has the right at any time, without prior notice, to block Subscriber’s User account and/or make an immediate change of the User ID and/or the password. Subscriber will get access to the Onlive Dashboard at any time only restricted by scheduled maintenance hours and/or by system interruptions that are outside Onlive’s control. Subscriber is responsible and liable for any telephone-, cable- or internet access and transmission charges and any other charges to third parties due to its access to and use of the Onlive-EMS.
    • 4.4 Prohibited Conduct
      Subscriber agrees (i) not to use the Onlive-EMS to upload or distribute in any way files that contain viruses, malware, spyware, corrupted files, or any other similar software, programs or files that may damage the operation of the Onlive-EMS or another’s computer; (ii) not to interfere or disrupt the Onlive-EMS or any networks connected to the Onlive-EMS; (iii) not to use any device, software or routine or attempt to interfere with the proper functioning of the Onlive-EMS or any transactions being offered at the Onlive-EMS; (iv) not to take any action that imposes an unreasonable or disproportionately large load on the Onlive-EMS; (v) not to use the Onlive-EMS to scrape, collect or harvest Product and/or Supplier Information or personal information, including, without limitation, financial information, about other users of the Onlive-EMS; (vi) not to impersonate any person or entity or falsely state or otherwise misrepresent Subscriber’s affiliation with a person or entity, (vii) not to use the Onlive-EMS for any purpose other than the permitted use; and (viii) not to use the Onlive-EMS and the Services available through the Onlive-EMS for illegal purposes; (iv) not to use the Onlive-EMS to stream or distribute any pornographic, political or other explicit content without prior written approval.
    • 4.5 Security
      Subscriber must keep the User account, User ID and password secure and secret at all times and take steps to prevent unauthorized use of it. Subscriber shall inform Onlive immediately of any unauthorized access to or use of the Onlive Dashboard or any part of the User ID and/or password, which Subscriber knows of, or suspects. In such case, Onlive will immediately block Subscriber’s User account, and request Subscriber to change its User ID and/or password as it deems necessary. Onlive may block Subscriber’s further access to the Onlive Dashboard until the disclosure and unauthorized use of the previous User ID and/or password has been properly investigated. For the avoidance of doubt any access to the Onlive-EMS by a User using any part of Subscriber’s User ID and/or password shall be deemed to be made by Subscriber subject to the Agreement, and Subscriber is fully responsible and liable for any loss or injury sustained by Onlive, third parties or Subscriber arising from disclosure to or use by a third party – whether intentional or incidental – of any part of the User account, User ID and/or the password. Subscriber shall indemnify and hold Onlive harmless against and from any and all claims, damages, losses and expenses (including legal fees and expenses) arising out of or incurred by unauthorized access to or use of the Onlive-EMS, which is attributable to Subscriber’s breach or negligent or deliberate default of the above obligation to safeguard the User account, User ID and password.
    • 4.6 Compliance with Laws
      Subscriber shall comply with all applicable laws and regulations relating to any Service, Product, or download associated with the Onlive-EMS.
  • 5. Member's Obligations

  • 5.1 The Onlive-EMS offers Subscriber the possibility to offer, promote and sell tickets and admissions to its online or offline events Purchase by a User of tickets or admissions to an Event from Subscriber via the Onlive-EMS is a transaction between the User (purchaser) and Subscriber only, and Onlive cannot be held liable to Subscriber for Subscriber’s decision to offer, promote or sell tickets or admissions for its events, nor for the purchasing specifications, or the correctness or completeness of any information about the potential purchaser, or for the failure by a purchaser to pay for such purchases via the Onlive-EMS. Onlive urges Subscriber to conduct its own research prior to offering, promoting or selling tickets or admissions to a particular purchaser to ensure the correctness of specifications, and the identity and creditworthiness of the potential purchaser, prior to expediting a purchase order.
  • 6. Member's Obligations

    • 6.1 Subscription to the Application is subject to a Subscription Fee. The amount of the Subscription Free and its payment terms depend on which subscription the Subscriber has selected. Further details on the various subscription options and the associated Subscription Fees is available on the website or in the proposal sent by an Onlive representative.
    • 6.2 The price stated for the Subscription or specific Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges.
    • 6.3 To pay the fees and charges for the Subscription and/or other Services, you will be asked to provide a payment method at the time when you create your User account on the website. You can access and change your billing information and payment method in the Onlive Dashboard. Additionally, you agree to permit Onlive to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions.
    • 6.4 When you purchase a Subscription and/or other Services on a subscription you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to Onlive, as applicable, by the method you have chosen at the recurring intervals chosen by you, until the Subscription and/or other Services is terminated by you or by Onlive. By authorizing recurring payments, you are authorizing Onlive to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account. Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Onlive or its service providers reserve the right to collect the missing payment.
    • 6.5 Provided that automatic renewals are allowed in your country/state, you may choose for Subscriptions and/or other Services to automatically renew at the end of a fixed service period. We will remind you by email before any Subscription and/or other Services renew for a new term, and notify you of any price changes. Once we have reminded you that you elected to automatically renew the Subscription and/or other Services, we may automatically renew your Subscription and/or other Services at the end of the current service period and charge you the then current price for the renewal term, unless you have chosen to cancel the Subscription and/or other Services as described below. We will also remind you that we will bill your chosen payment method for the Subscription and/or other Services renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the Subscription and/or other Services. You must cancel the Subscription and/or other Services before the renewal date to avoid being billed for the renewal.
    • 6.6 Unless otherwise provided by law purchase of Subscriptions and/or other Services are final and non-refundable. If you believe that Onlive has charged you in error, you must contact Onlive within 60 days of such charge. No refunds will be given for any charges more than 60 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
    • 6.7 Onlive may change the price of the monthly Subscription and/or other Services at any time and if you have a recurring purchase, we will notify you by email at least 30 days before the price change. If you do not agree to the price change, you must cancel and stop using the Subscription and/or other Services before the price change takes effect.
  • 7. Support

  • 7.1  Support is included in the Subscription Fee. We accept online support questions via email or live chat 24 hours per day x 7 days per week. Responses are provided during support hours only, which are 9.30am-6.30pm UTC+8. We attempt to respond to support questions within one business day, but we do not promise or guarantee any specific response time and encourage the use of our online help desk, which can be accessed through the chat widget in the bottom right corner of the website.
  • 8. Discliamer and Indemnity

    • 8.1 Disclaimer - No warranties
      Any use of the Onlive-EMS and Services as well as any content of the website is subject to the Disclaimer available on Onlive’s website. Before using the Onlive-EMS, Subscriber should carefully read the Disclaimer.
    • 8.2 Indemnity
      Onlive will indemnify and hold harmless Subscriber against any damages, including costs that may be awarded or agreed in respect of any claim that use of the Onlive-EMS infringes the copyright or other intellectual property rights of any third party, on condition that Subscriber:
      • promptly notifies Onlive of any such claim;
      • makes no admission whether written or oral in respect of any such claim; and
      • gives Onlive full control of any negotiations or litigation in respect of such claim.
      The Subscriber agrees to indemnify and hold harmless Onlive and its directors, officers and employees from any and all claims for damages whereby Onlive has been found liable to any third party under any product liable for Subscriber’s use of the Onlive-EMS or its Services in violation of the policies, instructions and guidelines provided by Onlive.
  • 9. Liability

    • 9.1 In no event will either Party be liable to the other Party for any claims, suits, causes of action, and liability from business interruption; loss of revenue, loss of income, loss of profit or anticipated savings, loss of contracts or business opportunities, revenue, and interest; loss of use; loss by reason (in whole or in part) of suspension of operations, shutdown or non-operation; and from any special, incidental, indirect, exemplary, punitive, or consequential damages, regardless of whether sounding in breach of contract, breach of warranty, tort (including, but not limited to, negligence and strict liability), or otherwise, even if such Party has been advised of the possibility of such damages.
    • 9.2 Without limitation to clause 9.1, in the event that Onlive is eld liable for a Subscriber’s loss or damage, Onlive’s total maximum liability for all damages, losses and causes of action whether in contract, tort (including but not limited to, negligence) or otherwise shall in no event exceed the lesser of the amount paid by Subscriber to Onlive during the last 12 months prior to the incident that caused the loss, if any, or SGD 10,000 per year.
  • 10. Confidentiality and Privacy

    • 10.1 Confidentiality
      Subscriber shall keep the contents of Onlive. confidential, and shall not, except as expressly permitted by this Agreement or as required by law or court order, disclose them wholly or partly to any third party without the prior written consent of Onlive, except to the extent that the material disclosed:
      • is trivial or obvious;
      • is or comes into the public domain through no fault of Subscriber; or
      • is already in Subscriber’s possession before disclosure by Onlive.
      Subscriber’s obligation of confidentiality applies for the term of the Agreement and for a period of three (3) years thereafter. The Subscriber may disclose Confidential Information only to those of its employees or contractors who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by a non-disclosure agreement containing terms and conditions consistent with the terms of this Agreement. In any event, the Subscriber shall be responsible for any breach of the terms of this Agreement by any of its employees or contractors. The Subscriber shall use the same degree of care to avoid disclosure of Confidential Information of the disclosing Party as the Subscriber employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
    • 10.2 Registration Information and Privacy
      Registration is required for Subscriber to access and use Onlive. Subscriber must provide certain current, complete, and accurate information about Subscriber as prompted to do so by the registration form ("Registration Information"), and maintain and update such Registration Information as required to keep such information current, complete and accurate. Subscriber warrants that its Registration Information are accurate and current, and that Subscriber is authorized to provide such Registration Information. Subscriber authorizes Onlive to verify the Subscriber’s Registration Information at any time. If any Registration Information that Subscriber provides is untrue, inaccurate, not current or incomplete, Onlive retains the right, in its sole discretion, to suspend or terminate Subscriber’s rights to access Onlive. Solely to enable Onlive to use information that Subscriber supplies to Onlive and so that Onlive is not violating any rights that Subscriber might have in that information, Subscriber grants to Onlive a non-exclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by Onlive’s computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by Onlive, in each case by any method or means or in any medium whether now known or hereafter devised. Onlive’s gathering and dissemination of personal Information provided by Subscriber is subject to Onlive’s Privacy Policy which is available on the website.
    • 10.3 Monitoring
      Subscriber acknowledges that Onlive or its designees reserve the right to, and may from time to time, monitor any and all activity on the Onlive-EMS by Subscriber to ensure that Subscriber is in compliance with the Agreement and the Terms of Subscription.
    • 10.4 Return of Confidential Information.
      Upon the termination or expiration of the Agreement for any reason, or upon Onlive’s earlier request, Subscriber shall deliver to Onlive all of Onlive’s property or Confidential Information in tangible form that the Subscriber may have in its possession or control.
    • 10.5 Return of Confidential Information.
      Subscriber acknowledges that use by it or communication of Onlive’s Confidential Information to any third party would cause immediate and irreparable harm to Onlive for which money damages would be inadequate. Therefore, Onlive will be entitled to injunctive relief for Subscriber’s breach of any of its obligations hereunder without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such breach, but shall be in addition to all other remedies available at law or in equity.
    • 10.6 Publicity/marketing
      Subscriber grants Onlive the right to add the Subscriber’s name and company logo to Onlive’s customer list and website.
  • 11. Intellectual Property Rights

    • 11.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Onlive-EMS includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Subscriber includes non-public data provided by Subscriber to Onlive-EMS or collected by Onlive-EMS relating to or incidental to the provision of the Services, including, without limitation, any corporate, business and/or personal data (“Subscriber Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    • 11.2 Subscriber shall own all rights, title and interest in and to the Subscriber Data, as well as any data that is based on or derived from the Subscriber Data and provided to Subscriber as part of the Services. Onlive-EMS shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
    • 11.3 Onlive-EMS acknowledges that Subscriber is subject to certain privacy and information security laws and regulations, pursuant to which Subscriber is required to ensure that Onlive-EMS appropriately safeguards personal data. To the extent that Onlive-EMS receives or processes any personal data pursuant to this Agreement or performance of the Services and/or Implementation Services, Onlive-EMS shall (and shall procure that its personnel shall):
      (a) observe the provisions of all applicable laws and regulations pertaining to personal data ("Privacy Laws");
      (b) implement technical and physical safeguards and measures and take such other steps as may be required to ensure that personal data are protected against loss and destruction, and against unauthorised or accidental access, processing, erasure, transfer, use, modification, disclosure or other misuse, and that only personnel authorised by Subscriber have access to such personal data;
      (d) not process such personal data except in accordance with this Agreement and on the express instructions of Subscriber;
      (e) not disclose or transfer such personal data to any third party except in accordance with the Onlive-EMS’s Data-Processing Addendum (https://onlive.io/legal/#dataAddendum) and it’s sub-processors (https://www.onlive.io/legal/#subProcessors), or on the express instructions of Subscriber, and, with respect to any third party to whom personal data is disclosed or transferred Onlive-EMS will enter into a written agreement with such third party requiring safeguarding of personal data in a manner no less restrictive than Onlive-EMS’s obligations under this Agreement;
      (f) not retain personal data for longer than is necessary; and not do or permit any act which might cause Subscriber to contravene any Privacy Law.
  • 12. Assignment

  • 12.1 Subscriber may not without written approval of Onlive assign or otherwise transfer the Agreement or its rights and obligations under the Agreement, or any part thereof, to any third party. Onlive may assign and transfer its rights in the Onlive-EMS and its content, or any parts thereof, to a third party.
  • 13. Recording of Agreement

    • 13.1 Subscriber agrees to assist Onlive in recording this Agreement with appropriate government authorities or third-party hardware or software vendors where such recording is required by law or regulation or by contract or where such recording is permitted or desired by Onlive. All costs associated with recording this Agreement and the rights granted herein, including renewal fees, shall be borne by Onlive. The decision to register, maintain, or renew the registration will be made by Onlive in its sole discretion.
  • 14. Taxes

    • 14.1 The Fees under the Agreement do not include any taxes, duties, charges or other with holdings levied against such payments. Subscriber shall furnish to Onlive a tax receipt or certificate for its payment of any such taxes, duties, charges or other paid on behalf of Onlive by Subscriber when Subscriber is required by applicable law or treaty to make such payments to the taxing government.
  • 15. Export Control and Trade Restrictions

    • 15.1 Sale of certain products or services may be subject to export or trade restrictions or embargoes. Likewise, transactions with certain individuals or corporations may be subject to restrictions under applicable laws. It is the sole responsibility of Subscriber to ensure that its transactions with purchasers comply with applicable export or trade restrictions or embargoes and/or that transaction with certain restricted individuals complies with applicable laws. Subscriber undertakes to indemnify and hold harmless Onlive from any claim or legal action against Onlive, incl. legal cost, as a consequence of Subscriber’s transactions in violation of applicable export or trade restrictions and transaction with restricted persons.
  • 16. Force Majeure

    • 16.1 Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. In the event the interruption of the excused Party’s obligations continues for a period in excess of sixty (60) calendar days, either Party shall have the right to terminate this Agreement upon seven (7) calendar days’ prior written notice to the other Party.
  • 17. Term and Termination

    • 17.1 Term
      The Agreement shall commence on the Effective Date and shall continue until terminated pursuant to these Terms of Subscription.
    • 17.2 Term
      The Agreement may be terminated by Subscriber by giving 60 days’ written notice to Onlive.
    • 17.3 Termination by Onlive
      Onlive may, in addition to termination provisions agreed in the Agreement, terminate or, at its discretion, suspend the Subscription:
      • forthwith if Subscriber fails to pay any of the Fees on the due date;
      • if Subscriber breaches any terms of this Agreement other than in sub-clause 17.3.1 above, by giving 30 days’ written notice to Subscriber;
      • by giving 60 days’ written notice to Subscriber.
    • 17.4 Change of Control
      If Subscriber, following a transfer of ownership or control, comes under the control of a third party that is a competitor to Onlive, Onlive shall have the right immediately upon such change of control to terminate the Agreement and to disconnect and bar any further access to the Onlive Dashboard. In such instance the terms of clause 17.5 shall apply.
    • 17.5 Effect of Termination
      Subscriber shall, at the option of Onlive, within five working days of Termination either, return to Onlive any material that it has received due to or in its capacity as a Subscriber, including any copy thereof, or certify in writing to Onlive that any material that it has received due to or in its capacity as a Subscriber, and any copy thereof, have been destroyed. Subscriber shall further cease all use of the Onlive Dashboard. Upon termination, Onlive may, without any prior notice and without incurring any liability as a consequence thereof, immediately revoke or block Subscriber’s User account, so that further access to use the Onlive Dashboard is prevented.
  • 18. Rights of Third Parties

    • 18.1 No term of the Agreement shall be enforceable by any person who is not a party hereto.
  • 19. Law and Venue

    • 19.1 This Agreement is to be governed by and construed in accordance with the laws of Singapore, and the parties submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

Onlive's Sub-Processors

  • Intercom - USA

    Customer support chat, emails and FAQ as well as for Business intelligence.

  • Amazon Web Services - Frankfurt & Singapore

    We use the following service from Amazon Web Services

    • Amazon EC2 (images and other files)
    • Amazon RDS (database)
    • Amazon SES (email)
    • AWS GDPR center
  • SINCH - Sweden

    Sinch is our SMS provider for sending SMS from our system as well as sending SMS notifications.

  • Stripe - USA

    Payment provider for subscriptions and tickets.

  • Paypal - USA

    Payment provider for tickets.

  • Intercom - USA

    We use Intercom as our support chat.

  • Google - USA

    We use the following Google products

    • Google Analytics to track ad campaigns, see number of visitors and how they behave at our sites.
    • Google Tag Manager to track clicks
    • Google Adwords
    • Google Cloud Messaging - to enable organizers to sending push notifications.
    • Google Maps
    • Google Cloud Print - for printing of Name Badges
    • Google and GDPR
  • Apple

    We use the following Google products

  • Facebook - USA

    We use Facebook's tracking pixel to re-targeting of ads.

  • Slack - USA

    We send notifications to Slack when significant things happen in our systems. Organizers can also enable Slack notifications for user-changes and admin actions.

  • CompanyHub

    Our Client Relationship Manager, where we store leads and customer data.

  • SalesForce - USA

    Organizers can integrate with Salesforce and sync user-data between our software and Salesforce.

  • Hubspot - USA

    Organizers can integrate with Hubspot and sync user-data between our software and Hubspot.

  • Marketo - USA

    Organizers can integrate with Marketo and sync user-data between our software and Marketo

  • Zapier - USA

    Organizers can integrate with Zapier and sync user-data between our software and Zapier.

  • Microsoft Clarity

    Our provider for bug tracking and error detection.

  • Mux - USA

    We use Mux for encoding of streams.

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